Drawing on interviews, observations, and videorecorded data collected in a "sheltered" grade 7 social studies class in a Mid-western US city, the current paper explores the learning opportunities provided for English language learners (ELLs) and the discursive strategies used by a teacher, consciously or unconsciously, to help her students become increasingly competent members of her class. Findings indicated that (a) learning in this class was not simply about the curriculum content, but was equally addressed to students' becoming competent participants in the classroom community and developing dispositions as responsible members of society; (b) the teacher in the study effectively used her follow-up moves to scaffold her students' learning and to give voice to their opinions. Based on these findings, I argue for the importance of a broader conceptualization of what counts as learning and for an equity stance toward the education of ELLs, as exemplified by the case-study teacher. (Contains 3 excerpts and 2 notes.)